HomeMy WebLinkAboutItem 01 Glenwood Real Property Transaction - Ramsey PropertiesAGENDA ITEM SUMMARY Meeting Date:
3/14/2022
Meeting Type:
Regular Meeting
Department:
City Manager's Office
Staff Contact:
Niel Laudati, Assistant
ISSUE
City Manager
STATEMENT:
Kristina Kraaz, Asst.
City Attorney
S P R I N G F I E LD ECONOMIC Staff Phone No:
541-726-3700
DEVELOPMENT AGENCY Estimated Time:
5 Minutes
ITEM TITLE: GLENWOOD REAL PROPERTY TRANSACTION — RAMSEY PROPERTIES
ACTION
Authorize City Manager to enter into a Purchase and Sale Agreement for
REQUESTED:
approximately 1.99 acres of real property in the Glenwood riverfront area Map 17-
03-34-42, Taxlots 500, 502, 504, 700, 800, 900 and 1000, for $ 1,214,000 upon the
terms as substantially provided in Attachment 2.
ISSUE
Staff was approached in June 2021 by a Glenwood area property owner requesting
STATEMENT:
the Springfield Economic Development Agency (SEDA) purchase their site
consisting of seven contiguous taxlots and three small vacant structures located
within the riverfront area. In November 2021, SEDA authorized staff to begin
negotiations to acquire the property with a maximum offer amount of $1,214,000
based upon appraised value.
ATTACHMENTS:
Attachment 1 — Property Vicinity Map
Attachment 2 — Purchase and Sale Agreement
DISCUSSION/ Staff are requesting SEDA approve the Purchase and Sale Agreement for the
FINANCIAL properties owned by Ramsey Properties Limited Partnership with substantially the
IMPACT: terms contained in the draft Purchase and Sale Agreement (ATT 2). The Purchase
and Sale Agreement represents a purchase price of $1,214,000 based on the terms
and conditions in the agreement, including a requirement the sellers provide the
property in a clean environmental condition and demolish and clear the existing
buildings.
The properties consist of the following:
• Seven parcels; Map 17-03-34-42, Taxlots 500, 502, 504, 700, 800, 900 & 1000
• Total of 1.99 acres
• Glenwood Residential Mixed Use (GRMU) zoning with Refinement Plan
overlay designating as public roads and open space
These properties were added to the Glenwood Urban Renewal Plan Section 700.0
by Resolution 2021-06, adopted December 6, 2021. The existing Glenwood
Refinement Plan identifies the site as entirely within the eastern most riverfront
linear park block and surrounding public street, which provides street connectivity,
stormwater management, and active open space for the Glenwood Riverfront area.
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PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT is entered into March 31, 2022, by and
between Ramsey Properties Limited Partnership ("Seller"), and the Springfield Economic
Development Agency, an economic development agency of the City of Springfield ("Purchaser")
RECITALS
A. Seller owns certain real property located in the Glenwood area of Springfield,
Oregon, map 17-03-34-42, tax lots 500, 502, 504, 700, 800, 900 and 1000, as more particularly
described in Exhibit A (collectively, the "Property").
B. Purchaser desires to acquire all of the Property from Seller, and Seller is willing
to sell and convey all of the Property to Purchaser, on and subject to the terms of this
agreement (the "Agreement").
C. This Agreement for the sale of the Property is made under threat of
condemnation by either Purchaser (Springfield Economic Development Agency) or the City of
Springfield. Specifically, the City of Springfield's Glenwood Riverfront Mixed Use Refinement
Plan identifies the Property as area required for future public park, street, and stormwater
facilities. Both Purchaser and City of Springfield have eminent domain authority to condemn
the subject Property for the public purpose of developing the public facilities identified in the
Glenwood Refinement Plan. However, Purchaser does not represent or warrant any tax
benefits to Seller arising out of this Agreement.
NOW, THEREFORE, based upon the above Recitals, which are specifically incorporated into this
Agreement, the parties agree as follows:
AGREEMENT
1. PURCHASE AND SALE OF THE PROPERTY. Seller agrees to sell the Property to
Purchaser, and Purchaser agrees to purchase the Property from Seller, on the terms and
conditions set forth in this Agreement.
2. EFFECTIVE DATE. It is the intent of the parties to this Agreement that this Agreement
shall be effective on the date the last party signs this Agreement (the "Effective Date'.
3. PURCHASE PRICE. The total purchase price for the Property is one million two
hundred and fourteen thousand dollars ($1,214,000), subject to the terms and conditions set
forth in this Agreement.
4. PAYMENT OF PURCHASE PRICE. The purchase price must be paid by Purchaser in all
cash on the Closing Date (as defined below), subject to application of any adjustments and
credits as provided in this Agreement.
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 1
Attachment 2, Page 1 of 12
S. PROPERTY INSPECTIONS.
5.1 Inspection Rights. Purchaser has the right to perform any tests, inspections,
and feasibility studies on the Property as Purchaser may deem necessary, including any
environmental assessment that would require soils analysis, groundwater testing, or other
studies commonly associated with such assessment, with the prior consent of Seller in each
instance, which consent will not be unreasonably withheld.
5.2 Inspection Expenses. All costs and expenses of all of Purchaser's tests,
inspections, and studies will be paid by Purchaser when due, regardless of whether this
transaction closes.
5.3 Inspection Indemnity. Purchaser will indemnify, defend, and hold harmless
Seller from and against any and all costs, losses, damages, expenses, liabilities, actions, liens,
or claims arising from or related to any activities on or about the Property by Purchaser or any
agent, employee, contractor, or invitee of Purchaser.
5.4 No Inspection Contingencies. Notwithstanding Purchaser's right to inspect
under this section 5, Purchaser agrees to accept the property and all aspects thereof in its then -
current condition without regard for the outcome of Purchaser's inspection(s), except as
specifically provided otherwise in this agreement.
6. TITLE TO THE PROPERTY.
6.1 Title Report. Within 15 days after the Effective Date, Seller must order a
preliminary title report from the Escrow Agent with respect to the Land (the "Title Report"). The
Title Report must be accompanied by legible copies of all special exceptions listed therein.
Purchaser will have until 10 days after its receipt of the Title Report to notify Seller in writing of
Purchaser's disapproval of any exceptions shown in the Title Report. Any special assessments
shown on the Title Report objected to by Purchaser must be included in Purchaser's notice. In
the event of any disapproval, Seller will notify Purchaser in writing within 10 days after
Purchaser's notification as to whether Seller agrees to remove any of the disapproved
exceptions, and upon delivering that notice, Seller may have until the Closing Date to cause the
disapproved exceptions that Seller has agreed to remove to be removed of record and from the
Title Report. Seller's failure to deliver written notice to purchaser within the 10 -day period will
be deemed to be Seller's election not to remove any of the disapproved exceptions. Purchaser
will be deemed to have accepted all title exceptions to which it has not timely objected.
6.2 Rescission of Agreement—Title Defects. If Seller elects not to eliminate any
title exception disapproved by Purchaser, Purchaser may elect to cancel this Agreement by
written notice to Seller given on or before 5 days after Seller's notification of its election. In that
event, this Agreement will terminate. If Purchaser does not elect to cancel this Agreement,
Purchaser's objections to the disapproved exceptions that Seller elected not to eliminate will be
deemed waived and the Property will be conveyed to Purchaser subject to those defects
without credit against the Purchase Price. The foregoing notwithstanding, Seller must cause all
trust -deed liens against the Property that are not accepted by Purchaser to be released of
record by the Closing Date.
7. PROPERTY DOCUMENTATION.
7.1 Copies of Leases, Contracts, Other Information. Seller represents that
there are no leases nor other contracts regarding the Property except as may be required for
Seller to complete its obligations in section 10.1(d) and (e). Except as otherwise specifically
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 2
Attachment 2, Page 2 of 12
provided in this Agreement, Seller is under no obligation to create any additional data or
documentation or obtain any reports for Purchaser.
7.2 Information Provided by Third Parties. Purchaser acknowledges that Seller
is not making any representation, warranty, or guaranty with respect to the completeness,
accuracy, or reliability of any report, document, or record prepared by any third party regarding
the Property.
8. SELLER'S REPRESENTATIONS.
8.1 Content of Representations. Seller represents, warrants, and covenants to
Purchaser as follows:
(a) No Notice of Violation of Zoning and Other Laws Seller has not received any
written notice from any governmental authority alleging that the Improvements violate any
building codes, building or use restrictions, or zoning ordinances, rules, or regulations.
(b) No Litigation. To Seller's knowledge, there is no pending or threatened litigation
or administrative action with respect to the Property.
(c) No Additional Assessments. To Seller's knowledge, there are no special or
general assessments, which are in addition to those which will be disclosed in the Title Report,
that have been levied against or are proposed for the Property.
(d) No Government Obligations To Seller's knowledge, there are no unperformed
obligations that are currently due relative to the Property to any governmental or quasi -
governmental body or authority.
(e) No Seller Contamination. To Seller's knowledge, Seller has not caused any
hazardous substance, waste, or material to be used, generated, stored, or disposed of on or
transported to or from the Land or Improvements in violation of any applicable law prior to or
during the period in which the Seller has owned the Property. For the purposes of this
Agreement, "hazardous substance, waste, or material" means all petroleum-based products,
radon, asbestos, PCBs, and all substances, wastes, and materials that are so defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource
Conservation and Recovery Act of 1976, and the Hazardous Materials Transportation Act.
(f) Authority of Seller. Seller's execution, delivery of, and performance under this
Agreement are undertaken pursuant to authority validly and duly conferred on Seller and the
signatories hereto.
(g) No Breach ofAgreements This Agreement and the consummation of the
transaction evidenced by this Agreement do not violate any other agreement to which Seller is
a party.
(h) Nonforeign Status Seller is not a "foreign person" as defined in IRC section 1445
(1954).
8.2 Seller's Knowledge. In each event in which any representation of Seller is
limited "to Seller's knowledge" or similar phrase, that knowledge includes only the actual,
personal knowledge (and not the implied, imputed, or constructive knowledge) of Mike Karotko,
without any investigation or inquiry whatsoever.
8.3 Effect of Purchaser's Knowledge. Purchaser agrees that in the absence of an
intent on the part of Seller to fraudulently conceal information about the Property or
fraudulently mislead Purchaser, Purchaser does not have the right to rely upon any warranty or
representation of Seller, and Seller will not be liable for any breach of a warranty or
misrepresentation, if and to the extent Purchaser is given access to data or information relating
to the Property prior to the Closing Date that reveals, or Purchaser's tests or inspections prior to
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 3
Attachment 2, Page 3 of 12
the Closing Date reveal, or Purchaser otherwise knows or has reason to know prior to the
Closing Date of any information that reveals, the warranty or representation is incorrect, and
Purchaser nevertheless elects to close this purchase.
8.4 Survival of Warranties. All of Seller's warranties in this Agreement will be
deemed given only as of the date of this Agreement. Seller's liability for any misrepresentation
or the breach of any warranty under this Agreement will survive the closing of this transaction.
9. PURCHASER'S REPRESENTATIONS.
9.1 Purchaser's Existence and Authority. Purchaser is a validly existing and duly
organized urban renewal agency under the laws of the State of Oregon and has the full right
and authority to conduct its business under the laws of the State of Oregon.
9.2 No Third Party Consents. The execution of this Agreement by Purchaser and
Purchaser's performance of all of its obligations hereunder are not subject to any approval or
consent of any person, board, committee, or third party.
9.3 No Litigation. Purchaser is not a party to any litigation or civil or criminal
proceedings; no petitions in bankruptcy have been filed by or against Purchaser; and none of
Purchaser's assets are currently subject to any insolvency, receivership, or foreclosure
proceedings.
9.4 No Breach of Agreements. This Agreement does not breach or violate any
term or provision of any other agreement or contract to which Purchaser is a party.
10. CONDITIONS TO CLOSING.
10.1 Purchaser's Conditions. Purchaser's obligation to close this transaction is
subject to the satisfaction of each of the following conditions:
(a) Approval by the Springfield Economic Development Agency Board;
(b) Seller's Compliance. Seller's fulfillment of each of its obligations under this
Agreement in all material respects;
(c) Seller's Representations The continuing accuracy of all of Seller's warranties and
representations in this Agreement in all material respects;
(d) Demolition of Existing Structure(s). Seller, at its sole cost and expense, must
cause the demolition and removal from the Property of all improvements and all debris resulting
therefrom, including without limitation, building and attendant improvements on the Property,
such as outbuildings, storage buildings, equipment, paving, signage and any other
improvements, excepting only utilities (capped as appropriate), utility lines and conduit (capped
at the Property boundary), transformers, and similar appurtenances.
(e) Clean Environmental Assessment or No Further Action Letter. Seller must
provide Purchaser with a No Further Action letter issued by the Oregon Department of
Environmental Quality regarding the Property, or provide Seller with a clean environmental
assessment. 'Clean environmental assessment" means either: (i) a Phase I environmental
assessment of the Property prepared by an environmental consulting company specializing in
environmental site assessments, which report does not recommend obtaining a Phase II
assessment nor undertaking any remedial actions with respect to the Property, and further does
not identify, indicate or suggest the presence of hazardous substance, waste, or material, or (b)
a Phase II (or limited Phase II) environmental assessment of the Property prepared by an
environmental consulting company specializing in environmental site assessments, which report
(whether issued before or after remediation) does not identify, indicate or suggest the presence
on the Property of any hazardous substance, waste, or material. Seller will pay for all costs of
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 4
Attachment 2, Page 4 of 12
its environmental assessment under this section regardless of whether this sale closes. If any
person is required to make any report to any governmental agency as the result of any
environmental inspection, the report will be submitted solely by Seller.
10.2 Seller's Conditions. Seller's obligation to close this transaction is subject to the
satisfaction of each of the following conditions:
(a) Purchaser's Compliance. Purchaser's fulfillment of each of its obligations under
this Agreement.
(b) Purchaser's Representations The continuing accuracy of all of Purchaser's
warranties and representations in this Agreement.
11. CLOSING.
11.1 Closing Date. This transaction will be closed no later than July 1, 2022, unless
extended by mutual agreement of the parties in writing. Each party may extend the Closing
Date one time by up to 30 days if that extension is required by illness, transportation delays,
the unavailability of the Escrow Agent, or other causes beyond the party's reasonable control.
11.2 Manner and Place of Closing. This transaction will be closed by the Escrow
Agent in Springfield or Eugene, Oregon, or any other place as the parties may mutually agree to
in writing. Closing must take place in the manner and in accordance with the provisions set
forth in this Agreement.
11.3 Prorations, Adjustments.
(a) All ad valorem real -property taxes, assessments, personal -property taxes must
be prorated and adjusted between the parties as of the Closing Date. Any taxes or additional
penalties that would be due as a result of removal of the Property from any tax deferral or
special -use assessment program will be charged to Seller as though the Property were removed
from that program on the Closing Date.
(b) Purchaser will pay conveyance, excise, or transfer taxes and fees in connection
with this sale, and Purchaser will pay the recording fees for Seller's deed.
(c) Seller will pay the premium for a standard owner's title insurance policy in favor
of Purchaser in the amount of the purchase price. Any additional title insurance coverages or
endorsements requested by Purchaser or its lender will be paid by Purchaser.
(d) Purchaser and Seller will pay one half of the escrow and closing fees charged by
the Escrow Agent.
11.4 Events of Closing. Provided the Escrow Agent has received the sums and is in
a position to cause the title -insurance policy to be issued as described below, this transaction
will be closed on the Closing Date as follows:
(a) Seller will convey the real property to Purchaser by statutory warranty deed,
subject to the matters accepted or deemed accepted by Purchaser pursuant to this Agreement,
in the form attached hereto as Exhibit B.
(b) Seller will provide Purchaser with the Certificate of Nonforeign Status as provided
in IRC section 1445.
(c) Seller will deliver the original copies of all current Leases and contracts relating
to the Property that are in Seller's possession or control.
(d) The Escrow Agent will calculate the prorations agreed to herein, and the parties
will be charged and credited accordingly.
(e) Any liens to be paid by Seller at closing will be paid and satisfied of record at
Seller's expense.
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 5
Attachment 2, Page 5 of 12
(f) Purchaser will pay the entire purchase price to Seller in cash, as adjusted for the
charges and credits set forth in this Agreement.
(g) The Escrow Agent will be committed to issuing the policy described in section
11.5 upon recordation of the closing documents.
(h) Upon compliance with the parties' closing instructions, the Escrow Agent will
record the deed to Purchaser at Purchaser's expense.
11.5 Title Insurance. As soon as possible after the Closing Date, Escrow Agent will
furnish Purchaser a standard American Land Title Association (ALTA) form of owner's policy of
title insurance in the amount of the purchase price for the Property, subject only to the Escrow
Agent's standard preprinted exceptions and exclusions for that form and except for the matters
accepted or deemed accepted by Purchaser pursuant to this Agreement. The costs of additional
or extended title insurance beyond standard coverage will be paid by Purchaser, and the
availability of that coverage will not be a condition of closing.
11.6 Possession. Seller must deliver possession of the Property to Purchaser on the
Closing Date.
11.7 As -Is Sale. Purchaser acknowledges that Purchaser has assessed, or has had
the opportunity to assess, the size, configuration, utility service, environmentally sensitive
areas, means of access, permitted uses, status of title, value, condition, and all other material
aspects of the Property and, except as specifically stated herein, Purchaser is not relying on,
nor has Purchaser been influenced by, any statement or representation of Seller or any agent or
representative of Seller regarding any of these items. Except for any actionable breaches of
Seller's representations and warranties contained herein, Purchaser's acceptance of the
Property and the satisfaction or waiver of all of Purchaser's conditions to closing will be
evidenced solely by the closing of this transaction and without any other act or confirmation by
Purchaser. Purchaser will not have the option to close this transaction without accepting the
Property in its then -current condition, and Purchaser acknowledges that except for any Seller's
breach of an express warranty stated in this Agreement, Purchaser is acquiring the Property "AS
IS, WHERE IS" in its current condition existing as of the Closing Date, without any
representation or warranty of any kind or nature by Seller.
11.8 Purchaser's Indemnification. Purchaser agrees to defend, indemnify, and
hold harmless Seller from and against all actions, claims, losses, liabilities, damages, costs, and
expenses (including without limitation reasonable attorney fees) that are caused by Purchaser's
failure to perform any landlord's or owner's obligation under any lease of or contract relating to
the Property on and after the Closing Date or for which Purchaser is responsible in accordance
with the terms of this Agreement.
12. DEFAULTS AND FAILURE TO CLOSE.
12.1 Defaults. Except for either parties' wrongful failure to close or satisfy a
condition to closing by the required Closing Date, neither party will be deemed in default under
this Agreement unless the party is given written notice of its failure to comply with this
Agreement and such failure continues for a period of 10 days following the date such notice is
given. This section will not be construed as extending the time by which any notice or
contingency waiver must be given.
12.2 Late Payments. Any debt due to either party by the other under this
Agreement that is not paid when due will bear interest from its due date to and including the
date of payment at the rate of 12% percent per annum. Debts stated to be payable on demand
herein will be considered delinquent as of the fifth day after the demand is made in writing. The
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 6
Attachment 2, Page 6 of 12
nondefaulting party will also be entitled to reimbursement by the defaulting party of all costs,
expenses, collection agency charges, and attorney fees incurred, with or without litigation, in
collecting any debt not paid within 15 days after its due date and written notice of such
delinquency.
12.3 Costs and Attorney Fees. If any controversy or claim arises under this
Agreement, the prevailing party shall be entitled to its reasonable costs, disbursements and
attorney fees, together with all expenses that it may reasonably incur in taking such action,
including, but not limited to, costs incurred in searching records, expert witness and consulting
fees, discovery depositions, whether or not introduced into evidence at the trial, hearing or
other proceeding, including an arbitration proceeding, and travel expenses in any arbitration,
trial or other proceeding, including any proceeding brought to enforce an award to judgment
and any and all appeals taken therefrom.
12.4 Waiver of Jury Trial. As part of the consideration for this Agreement, each of
the parties hereto waives the right to trial by jury in connection with any dispute or action
under this Agreement.
13. CONDUCT OF BUSINESS.
13.1 Leases. Between the Effective Date and the Closing Date, and without
Purchaser's prior written consent, Seller may not enter into any leases of the Property.
13.2 Contracts. Between the Effective Date and the Closing Date, Seller may not
enter into any equipment purchase contract that will not be paid in full prior to the Closing Date
or any service or maintenance contract that cannot be canceled upon 30 days' notice at no cost
to Purchaser unless Seller first obtains the written approval of Purchaser, which consent may
not be unreasonably delayed, conditioned, or withheld.
13.3 Insurance. Seller agrees to continue to maintain its current casualty and liability
insurance policies on the Property until the Closing Date.
13.4 No Additional Obligations. Except as provided in this section, Seller will have
no obligation to maintain, repair, alter, reconstruct, or replace any portion of the Property or
preserve or enter into any existing or new leases or service contracts, and Purchaser
acknowledges that no express or implied representations or covenants to do so exist.
14. LEGAL RELATIONSHIPS.
14.1 Relationship of Parties. This Agreement creates only the relationship of seller
and buyer and no joint venture, partnership, or other joint undertaking is intended hereby, and
neither party hereto will have any rights to make any representations or incur any obligations
on behalf of the other. Neither party has authorized any agent to make any representations,
admit any liability, or undertake any obligation on its behalf. Neither party is executing this
Agreement on behalf of an undisclosed principal.
14.2 No Third Party Beneficiaries. No third party is intended to be benefitted or
afforded any legal rights under or by virtue of this Agreement.
14.3 Joint and Several Liability. If either party is comprised of more than one
person or entity, the obligations of each person or entity comprising that party under this
Agreement will be joint and several.
14.4 Real Estate Brokers. Neither party has employed a real estate broker.
Neither Seller nor Purchaser is responsible for the payment of any real estate broker's
commission.
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Attachment 2, Page 7 of 12
14.5 Indemnified Parties. Any indemnification contained in this Agreement for the
benefit of a party will extend to that party's members, directors, shareholders, officers,
employees, and agents.
14.6 Assignments and Successors. Purchaser may not assign or otherwise transfer
this Agreement or any interest herein, voluntarily, involuntarily, or by operation of law, without
the prior written consent of Seller in each instance, which consent will not be unreasonably
withheld. Purchaser will not be released from its obligations under this Agreement in the event
of any assignment or transfer by Purchaser. Subject to the foregoing, this Agreement will bind
and inure to the benefit of the parties hereto and their respective successors and assigns.
15. GENERAL PROVISIONS.
15.1 Notices. Notices under this Agreement must be in writing and if personally
delivered will be effective when received. If mailed, a notice will be deemed effective 48 hours
after deposited as registered or certified mail, postage prepaid, directed to the other party.
Notice may be given by email transmission to the email address set forth in this Agreement or
at such other email address as one party may indicate by written notice to the other party and
shall be effective if and when the addressee acknowledges by return email that the addressee
has received the email notice. For notice to be effective by email, it must include this
statement in the subject or reference line: "THIS IS A FORMAL NOTICE GIVEN IN
ACCORDANCE WITH THE PURCHASE AND SALE AGREEMENT FOR PROPERTY." Notices must
be delivered, mailed, or sent by email to the following address and telephone numbers:
Seller: Ramsey Properties Limited Partnership
PO Box 7914
Bend, OR 97708
Attn: Claudia Powell
email: cramseypowell@gmail.com
Purchaser: Springfield Economic Development Agency (SEDA)
Springfield City Attorney's Office
225 A Street
Springfield, OR 97477
Attn: Kristina Kraaz
email: kskraaz@springfield-or.gov
Either party may change its address for notices by at least 15 days' advance written notice to
the other.
15.2 Time of Essence. Except as otherwise specifically provided in this Agreement,
time is of the essence of each and every provision of this Agreement.
15.3 Invalidity of Provisions. If any provision of this Agreement, or any
instrument to be delivered by Purchaser at closing pursuant to this Agreement, is declared
invalid or is unenforceable for any reason, that provision will be deleted from the document and
will not invalidate any other provision contained in the document.
15.4 Neutral Construction. This Agreement has been negotiated with each party
having the opportunity to consult with legal counsel and will not be construed against either
pa rty.
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 8
Attachment 2, Page 8 of 12
15.5 Number, Gender and Captions. In construing this Agreement, it is
understood that if the context so requires, the singular pronoun shall be taken to mean and
include the plural, the masculine, the feminine and the neuter, and that generally all
grammatical changes shall be made, assumed and implied to individuals and/or corporations
and partnership. All captions and section headings used herein are intended solely for
convenience of reference and shall in no way limit any of the provision of this Agreement.
15.6 Waiver. The failure of either party at any time to require performance of any
provision of this Agreement will not limit the party's right to enforce that provision. Waiver of
any breach of any provision will not be a waiver of any succeeding breach of the provision or a
waiver of the provision itself or any other provision.
15.7 Subsequent Modifications. This Agreement and any of its terms may only
be changed, waived, discharged, or terminated by a written instrument signed by the party
against whom enforcement of the change, waiver, discharge, or termination is sought.
15.8 Saturday, Sunday and Legal Holidays. If the time for performance of any
of the terms, conditions, and provisions hereof fall on a Saturday, Sunday, or legal holiday, then
the time of performance will be extended to the next business day thereafter.
15.9 Venue. In any action brought to interpret or enforce any of the provisions of
this Agreement, the venue of same will be laid in Lane County, Oregon.
15.10 Applicable Law. This Agreement will be construed, applied, and enforced in
accordance with the laws of the State of Oregon. All sums referred to in this Agreement will be
calculated by and payable in the lawful currency of the United States.
15.11 Entire Agreement. This Agreement constitutes the entire agreement of the
parties with respect to the Property and supersedes and replaces all written and oral
agreements previously made or existing between the parties.
15.12 No Offer. By providing an unexecuted copy of this Agreement to any person,
neither party will be deemed to have made an offer to sell or purchase or otherwise indicated
its willingness to enter into any transaction with respect to the Property, and this Agreement
will not be binding upon any party unless and until it has been fully executed and delivered by
Seller and Purchaser.
15.13 No Recording. Neither this Agreement nor any memorandum or short form
thereof may be recorded.
15.14 Counterparts. This Agreement may be executed simultaneously or in
counterparts, each of which will be deemed an original, but all of which together will constitute
one and the same contract.
15.15 No Merger. The obligations set forth in this Agreement shall not merge with
the transfer or conveyance of title to any party of the Property but shall remain in effect until
fulfilled.
15.16 Statutory Warning (ORS 93.040(2)). THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRICT PROTECTING
STRUCTURES. THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS THAT, IN
FARM OR FOREST ZONES, MAY NOT AUTHORIZE CONSTRUCTION OR SITING OF A
RESIDENCE AND THAT LIMIT LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS
DEFINED IN ORS 30.930, IN ALL ZONES. BEFORE SIGNING OR ACCEPTING THIS
INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE ABOUT THE
PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND
SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER
855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. BEFORE
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 9
Attachment 2, Page 9 of 12
SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE
PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY PLANNING
DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING TRANSFERRED IS A LAWFULLY
ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY THE
APPROVED USES OF THE LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE PROTECTION
FOR STRUCTURES AND TO INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY
OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5
TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
day and year first above written.
SELLER:
Ramsey Properties Limited Partnership
By:
Its:
Date Executed:
PURCHASER:
Springfield Economic Development Agency
By:
Its:
Date Executed:
PURCHASE AND SALE AGREEMENT (Ramsey Properties Limited Partnership) - Page 10
Attachment 2, Page 10 of 12
EXHIBIT A
LEGAL DESCRIPTION
[To be provided by sellers for map 17-03-34-42, tax lots 500, 502, 504, 700, 800, 900 and
1000]
Attachment 2, Page 11 of 12
After Recording Return To:
City of Springfield
225 Fifth Street
Springfield, OR 97477
Until Requested otherwise,
send all tax statements to:
City of Springfield
225 Fifth Street
Springfield, OR 97477
EXHIBIT B
FORM OF STATUTORY WARRANTY DEED
WARRANTY DEED — STATUTORY FORM
Ramsey Properties Limited Partnership, Grantor, conveys and warrants to Springfield Economic
Development Agency, Grantee, the following described real property situated in Lane County,
Oregon, free of encumbrances except as specifically set forth herein:
See Exhibit A attached hereto and incorporated herein by reference
The true consideration of this conveyance is $
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE
ABOUT THE PERSON'S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO
11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND
SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT DOES NOT ALLOW USE OF THE PROPERTY
DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE
SIGNING OR ACCEPTING THIS INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK
WITH THE APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND BEING
TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010 OR 215.010, TO VERIFY
THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS ON LAWSUITS AGAINST FARMING OR
FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO INQUIRE ABOUTTHE RIGHTS OF NEIGHBORING PROPERTY
OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424,
OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER
8, OREGON LAWS 2010.
DATED this day of 12022.
Eel 1Ll►1re7:7
Nancy Newton, City Manager
STATE OF OREGON )
ss.
County of Lane )
This instrument was acknowledged before me on , 2022, by Nancy
Newton as City Manager of the City of Springfield, a municipal corporation of the State of
Oregon.
Notary Public for Oregon
Attachment 2, Page 12 of 12